-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NMcwRJ0MiX37YXc6PCH99GSCrkJmSeb41aMWPCWxQYtEk6Qw8tB84BPZxmnWdod5 jOccq/5xSgNz6/nx7eG71A== 0000040554-94-000288.txt : 19940906 0000040554-94-000288.hdr.sgml : 19940906 ACCESSION NUMBER: 0000040554-94-000288 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CAPITAL CORP CENTRAL INDEX KEY: 0000040554 STANDARD INDUSTRIAL CLASSIFICATION: 6172 IRS NUMBER: 131500700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58506 FILM NUMBER: 94548022 BUSINESS ADDRESS: STREET 1: 260 LONG RIDGE RD CITY: STAMFORD STATE: CT ZIP: 06927 BUSINESS PHONE: 2033574000 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ELECTRIC CREDIT CORP DATE OF NAME CHANGE: 19871216 424B3 1 MTN1996 PROSPECTUS Pricing Supplement No. 1996 Dated April 1, 1994 Dated August 26, 1994 PROSPECTUS SUPPLEMENT Rule 424(b)(3)-Registration Statement No. 33-54009 Dated April 1, 1994 Rule 424(b)(3)-Registration Statement No. 33-54011 GENERAL ELECTRIC CAPITAL CORPORATION GLOBAL MEDIUM-TERM NOTES (Floating Rate Notes) Series: A X B __ C __ Trade Date: August 26, 1994 Principal Amount (in Specified Currency): US$15,000,000 Settlement Date (Original Issue Date): September 8, 1994 Price to Public (Issue Price): 100.000% Maturity Date: September 1, 2054 (subject to earlier redemption or repayment as described under "Additional Terms--Redemption of the Notes" and Additional Terms--Repayment at Option of Holder", respectively). Agent's Discount or Commission: 1.000% Net Proceeds to Issuer: US$14,850,000 Interest Interest on the Notes is payable semiannually in arrears on each March 1 and September 1, commencing March 1, 1995 (each such date, an "Interest Payment Date"). The rate of interest payable on each Note is a variable rate, which shall be based on the Commercial Paper Rate (as defined herein) plus or minus a Spread (as defined herein) which may be adjusted depending upon the commercial paper rating of the Company on each Interest Determination Date with respect to each monthly Accrual Period (as define herein). Interest on the Notes will reset monthly on the first day of each month, commencing October 1, 1994 (each an "Interest Reset Date"). The interest rate applicable to the first Accrual Period commencing on the Original Issue Date shall be determined two Business Days prior the Original Issue date set forth above. See "Additional Terms-- Interest" herein. CAPITALIZED TERMS USED IN THIS PRICING SUPPLEMENT WHICH ARE DEFINED IN THE PROSPECTUS SUPPLEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM IN THE PROSPECTUS SUPPLEMENT. (Floating Rate Notes) Page 2 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Repayment, Redemption and Acceleration The Notes are redeemable at the option of the Company, in whole or in part, at any time on and after September 1, 2024 (the "Initial Redemption Date") at 105.00% of the principal amount thereof through September 1, 2034 and thereafter at the decreasing prices set forth herein, together in each case with interest to the date of redemption. See "Additional Terms--Redemption of the Notes. In addition, the Notes will be repayable at the option of the holder, on September 1, 2004 at 99.39% of their principal amount and on each third anniversary thereafter at the increasing prices set forth herein, together in each case with interest to the date of repayment. See "Additional Terms--Repayment at Option of Holder". Form of Notes (Series A only): X DTC registered __ non-DTC registered Additional Terms. General. The following description of the terms of the Notes offered hereby supplements, and to the extent inconsistent therewith replaces, insofar as such description relates to the Notes, the description of the general terms and provisions of the Notes set forth in the accompanying Prospectus and Prospectus Supplement, each dated April 1, 1994. Interest. The Notes will bear interest from September 8, 1994 (the "Original Issue Date") and will be payable semi-annually on March 1 and September 1 of each year, commencing March 1, 1995 (each such date, an "Interest Payment Date"). "Interest Period" shall mean each period beginning on the Original Issue Date or an Interest Payment Date up to but excluding the next succeeding Interest Payment Date. (Floating Rate Notes) Page 3 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 The Notes will bear interest for each Interest Period at a variable rate per annum based on the Commercial Paper Rate (as defined below) for each Accrual Period (as defined below) within such Interest Period, as adjusted by the applicable Spread (as defined below), if any. The "Accrual Period" shall be the period beginning on and including the Original Issue Date and ending on and including September 30, 1994, and thereafter each successive one-month period beginning on and including the first of each month and ending on and including the day preceding the next Accrual Period, whether or not such day is a Business Day. Interest during each accrual Period will accrue at the Commercial Paper Rate, adjusted by the applicable Spread, if any, for such Accrual Period on the outstanding principal amount of the Notes and on the sum of the amounts of interest for each of the previous Accrual Period within an Interest Period. The Commercial Paper Rate for each Accrual Period within each Interest Period will be determined by the Calculation Agent in accordance with the following provisions. The "Commercial Paper Rate" for each Accrual Period within each Interest Period shall be the Bond Equivalent Yield (calculated as described below) of the per annum rate on the Interest Determination Date for such Accrual Period for commercial paper having a 30-day maturity placed for issuers whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency as such rate is published by the Board of Governors of the Federal Reserve System in "Statistical Release H.15(519), Selected Interest Rates", or any successor publication of the Board of Governors of the Federal Reserve System ("H.15(519)"), under the heading "Commercial Paper". In the event that such rate is not published by 3:00 P.M., New York City time, on the Calculation Date with respect to such Interest Determination Date, then the Commercial Paper Rate for such Accrual Period shall be the Bond Equivalent Yield of the rate on that Interest Determination Date for commercial paper having a 30-day maturity placed for issuers whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency as such rate is published by the Federal Reserve Bank of New York in its daily statistical release, "Composite 3:30 P.M. Quotations for U.S. Government Securities" (Floating Rate Notes) Page 4 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 ("Composite Quotations") under the heading "Commercial Paper". If by 3:00 P.M., New York City time, on such Calculation Date, such rate is not yet published either in H.15(519) or in Composite Quotations, the Commercial Paper Rate for such Accrual Period shall be the Bond Equivalent Yield of the arithmetic mean of the offered rates for commercial paper having a 30-day maturity placed for issuers whose bond rating is "AA", or the equivalent, from a nationally recognized rating agency as of 11:00 A.M., New York City time, on that Interest Determination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent. If fewer than three such offered rates are available, the Commercial Paper Rate for such Accrual Period will be equal to the offered rate for U.S. dollar deposits having a maturity of one month which appears on the Reuters Screen ISDA Page as of 11:00 A.M., London time, on such Interest Determination Date, less 25/100ths of 1%. If such offered rate does not appear, the Commercial Paper Rate for such Accrual Period will be equal to the arithmetic mean, as calculated by the Calculation Agent, of the offered rates for U.S. dollar deposits having a maturity of one month which appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, on such Interest Determination Date, less 25/100ths of 1%. If fewer than two such offered rates appear, the Commercial Paper Rate for such Accrual Period will be determined on the basis of the rates at which deposits in U.S. dollars having a maturity of one month and in a principal amount equal to an amount of not less than U.S.$1,000,000 that is representative for a single transaction in such market at such time, are offered at approximately 11:00 A.M., London time, on that Interest Determination Date by four major banks in the London interbank market selected by the Calculation Agent (the "Reference Banks") to prime banks in the London interbank market. The Calculation Agent will request the principal London office of each of such Reference Banks to provide a quotation of its rates. If at least two such quotations are provided, the Commercial Paper Rate for such Accrual Period shall be the arithmetic mean of such quotations, less 25/100ths of 1%. If fewer than two quotations are provided, the Commercial Paper Rate for such Accrual Period shall be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on that Interest Determination Date by three major banks in The City of New York selected by the Calculation Agent for such Accrual Period for loans in U.S. dollars to leading (Floating Rate Notes) Page 5 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 European banks, having a maturity of one month and in a principal amount equal to an amount of not less than U.S.$1,000,000 that is representative for a single transaction in such market at such time, less 25/100ths of 1%; provided, however, that if the banks in The City of New York selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, the Commercial Paper Rate for such Accrual Period shall, subject to the next succeeding paragraph, be the Commercial Paper Rate in effect for the immediately preceding Accrual Period. In the event that none of the foregoing sources of rates are available for a period of six consecutive Accrual Periods, the Calculation Agent shall select (i) an index for interest rates and alternatives for such index which are comparable to indices for commercial paper having a 30-day maturity placed for issuers whose bond rating is "AA" or indices for U.S. dollar deposits having a maturity of one month and (ii) an appropriate source or sources for such index and alternative indices. Upon notice of such selection given by the Company or, at the Company's request, the Trustee, to the holders of the Notes, such index, alternative indices and the sources therefor shall be used for determining the Commercial Paper Rate for each succeeding Accrual Period until such indices or sources therefor are no long available, in which case the procedures set forth in this paragraph shall again be followed. The "Interest Determination Date" for each Accrual Period within each Interest Period shall be the second Business Day next preceding such Accrual Period. The "Calculation Date" with respect to an Interest Determination Date shall be the tenth Business Day after such Interest Determination Date. The "Bond Equivalent Yield" shall be a yield (expressed as a percentage) calculated in accordance with the following formula: Bond Equivalent Yield = D X N X 100 360 - (D X M) where "D" refers to the per annum rate for commercial paper (as determined above), quoted on a bank discount basis and expressed as a decimal; "N" refers to 365 (or 366 in the case of an Accrual Period that commence on February 1 in a leap year); and "M" refers to the actual number of days in the Accrual Period for which interest is being calculated. (Floating Rate Notes) Page 6 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 "Reuters Screen ISDA Page" shall mean the display designated as page "ISDA" on the Reuters Monitor Money Rates Service ("Reuters") (or such other page as may replace the ISDA page on that service for the purpose of displaying London interbank offered rates of major banks). "Reuters Screen LIBO Page" shall mean the display designated as page "LIBO" on Reuters (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). The "Spread" for each Accrual Period shall be plus or minus a percentage based on the prevailing rating of the Company's commercial paper (the "Company's Commercial Paper") in effect at the close of business on the Interest Determination Date for such Accrual Period. The applicable Spread, based on the prevailing rating of the Company's Commercial Paper, for an Accrual Period within an Interest Period will be as follows: Prevailing Rating Spread A-1+/P-1 minus 0.30% A-1/P-1 or above minus 0.20% A-2/P-2 or above plus 0.00% A-3/P-3 or above plus 0.15% Below A-3/P-3 plus 0.40% For the purposes of this definition, the "prevailing rating" of the Company's Commercial Paper shall be (i) A-1+/P-1, if the Notes have a rating of A-1+ by Standard & Poor's Company or its successor ("S&P") and P-1 by Moody's Investors Services, Inc. or its successor ("Moody's") or the equivalent of such ratings by S&P or Moody's or by a substitute rating agency or substitute rating agencies selected as provided below, (ii) if not A-1+/P-1, then A- 1/P-1, if the Notes have a rating of A-1 or better by S&P and P-1 or better by Moody's or the equivalent of such ratings by S&P or Moody's or by a substitute rating agency or substitute rating agencies selected as provided below, (iii) if not A-1+/P-1 or A- 1/P-1, then A-2/P-2, if the Notes have a rating of A-2 or better by S&P and P-2 or better by Moody's or the equivalent of such ratings (Floating Rate Notes) Page 7 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 by S&P or Moody's or by a substitute rating agency or substitute rating agencies selected as provided below, (iv) if not A-1+/P-1, A-1/P-1 or A-2/P-2, then A-3/P-3, if the Notes have a rating of A-3 or better by S&P or P-3 or better by Moody's or the equivalent of such rating by S&P or Moody's or by a substitute rating agency or substitute rating agencies selected as provided below, and (v) if not A-1+/P-1, A-1/P-1, A-2/P-2 or A-3/P-3, then Below A-3/P-3. If S&P or Moody's or both shall not make such a rating available, the Calculation Agent shall select a nationally recognized securities rating agency or two nationally recognized securities rating agencies to act as a substitute rating agency or substitute rating agencies, as the case may be. Interest on the Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months. Interest on the Notes will be equal to the sum of interest amounts for each Accrual Period within that Interest Period. Interest for an Accrual Period will be calculated in accordance with the following formula: Interest for Accrual Period = APA X (CPR + Spread) X T/360 where, "APA" refers to adjusted principal amount and means (i) in respect of the first Accrual Period in an Interest Period, the principal amount of a Note and (ii) in respect of each succeeding Accrual Period in the Interest Period, an amount equal to the sum of (x) the principal amount of such Note and (y) the sum of the amounts of interest for each of the previous Accrual Periods in such Interest Period; "CPR" refers to and means the applicable Commercial Paper Rate for such Accrual Period; "Spread" refers to and means the applicable Spread for such Accrual Period expressed as a negative or positive percentage, as the case may be, and "T" refers to and means [23] with respect to the Accrual Period beginning on the Issue Date and means 30 for subsequent Accrual Periods. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. (Floating Rate Notes) Page 8 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 The Calculation Agent will, upon the request of the holder of any Note, provide the interest rate then in effect. The Calculation Agent is Kidder, Peabody & Co. Incorporated. All calculations made by the Calculation Agent in the absence of manifest error shall be conclusive for all purposes and binding on the Company and the holders of the Notes. The Company may appoint a successor Calculation Agent with the written consent of the Trustee, which consent shall not be unreasonably withheld. Redemption of the Notes. The Notes may not be redeemed prior to September 1, 2024. On that date and thereafter the Notes may be redeemed, at the option of the Company, in whole or in part, at the redemption prices (in each case expressed as a percentage of the principal amount) set forth in the following table, together in each case with interest accrued to the date fixed for redemption (subject to the right of the registered holder on the record date for an interest payment becoming due on or prior to such date fixed for redemption to receive such interest): If Redeeming During 12 Month Period Redemption Ending August 31, Price 2025-2034 105.00% 2035 104.50% 2036 104.00% 2037 103.50% 2038 103.00% 2039 102.50% 2040 102.00% 2041 101.50% 2042 101.00% 2043 100.50% 2044-2054 100.00% (Floating Rate Notes) Page 9 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 In the event of any redemption of less than all the outstanding Notes, the particular Notes (or portions thereof in integral multiples of $1,000) to be redeemed will be selected by the Trustee by such method as the Trustee shall deem fair and appropriate. Notice of redemption shall be provided at least 30 and not more than 60 calendar days prior to the date fixed for redemption as described under "DESCRIPTION OF NOTES--Optional Redemption" in the accompanying Prospectus Supplement. Repayment at Option of Holder. Any Note will be repayable at the option of the holder thereof, upon written notice as provided in the Note, on the Interest Payment Dates and at the repayment prices (in each case expressed as a percentage of the principal amount) set forth in the following table, together in each case with interest accrued to the date of repayment (subject to the right of the registered holder on the record date for an interest payment becoming due on or prior to such date of repayment to receive such interest): Repayment Repayment Date Price Sept. 1, 2004 99.39% Sept. 1, 2007 99.60% Sept. 1, 2010 99.87% Sept. 1, 2013 and on each third anniversary thereafter until maturity 100.00% In order for a Note to be repaid, the Paying Agent must receive Notice at least 30 but not more than 60 calendar days prior to the optional repayment date as described under "DESCRIPTION OF NOTES-- Repayment at the Noteholders' Option; Repurchase" in the accompanying Prospectus Supplement. (Floating Rate Notes) Page 10 Pricing Supplement No. 1996 Dated August 26, 1994 Rule 424(b)(3)-Registration Statement No. 33-54009 Rule 424(b)(3)-Registration Statement No. 33-54011 Certain United States Tax Considerations. The treatment of the Notes in the hands of a purchaser under federal, state and local tax laws depends upon many factors. Under Treasury Regulations, the Notes may be deemed to be issued with original issue discount or contingent interest for federal income tax purposes because it is not entirely clear whether the Notes fall within the definition of a variable rate debt instrument. If the Notes are deemed to be issued with original issue discount or contingent interest, a cash basis holders of the Notes would be required to accrue such original issue discount or contingent interest into income before the receipt of cash attributable to such income. The Company does not intend to treat the Note as issues with original issue discount or contingent interest in the absence of a clarification or change in law. Prospective purchasers of Notes are advised to consult their own tax advisors with respect to tax matters relating to the Notes. Plan of Distribution. Kidder, Peabody & Co. Incorporated (the "Underwriter") is purchasing the Notes from the Company pursuant to a Terms Agreement, dated August 26, 1994, executed under the Company's Amended and Restated U.S. Distribution Agreement, dated August 31, 1993, as amended, at the Issue Price of 100.00% of the aggregate principal amount of the Notes less an underwriting discount equal to 1.00%. The Company has agreed to indemnify the Underwriter against and contribute toward certain liabilities, including liability under the Securities Act of 1933, as amended. -----END PRIVACY-ENHANCED MESSAGE-----